Application for Consent to Purchase Certain Assets
and to Assume the Liability to Pay Deposits in
an Optional Conversion Transaction,
and for Consent to Establish One Branch

ORDER

Pursuant to section 18(c) and other provisions of the Federal Deposit Insurance Act ("FDI
Act"), The Hinesville Bank, Hinesville, Georgia ("Hinesville"), an insured state nonmember
bank and Bank Insurance Fund ("BIF") member with total resources of $131,040,000 and total
deposits of $111,163,000 as of September 30, 1996, has filed an application for the Federal
Deposit Insurance Corporation's ("Corporation") consent to purchase certain assets of and to
assume the liability to pay deposits made in the Hinesville, Georgia, branch of First Georgia
Bank, Brunswick, Georgia ("First Georgia"), a Federal savings bank and Savings Association
Insurance Fund ("SAIF") member with total resources of $147,083,000 and total deposits of
$122,005,000 as of September 30, 1996, and for consent to establish the Hinesville, Georgia,
branch of First Georgia as a branch of Hinesville. Notice of the proposed transaction, in a
form approved by the Corporation, has been published pursuant to the FDI Act. There will be
no insurance fund conversion concurrent with the proposed transaction and assessments
payable on the deposits acquired from First Georgia (i.e., the "adjusted attributable deposit
amount") will continue to be paid to the SAIF pursuant to section 5(d)(3) of the FDI Act.

Upon consideration of all relevant material, and having requested reports on the competitive
factors from the Office of the Comptroller of the Currency, the Board of Governors of the
Federal Reserve System, the Office of Thrift Supervision, and the Attorney General of the
United States, the Board of Directors has concluded that the application should be and hereby
is approved subject to the following conditions:

1. That the transaction shall not be consummated before the fifteenth calendar day
following the date of this Order or no later than six months after the date of this
Order unless such period is extended for good cause by the Corporation;

2. That all necessary and final approvals be received from other regulatory
authorities; and

3. That, until the proposed transaction becomes effective, the Corporation shall have
the right to alter, suspend, or withdraw its approval should any interim
development be deemed by the Board of Directors to warrant such action.